A  BILL 

To  Incorporate  the  Cincinnati  fy  Charles- 
ton Rail  Road  Company. 

Sec.  1.  Be  it  enacted  &c.  that  for  the  purpose  of 
establishing  a  communication  by  rail  road  between 
the  cities  of  Cincinnati  in  the  state  of  Ohio  and  Char- 
leston in  the  state  of  South  Carolina, through  the  states 
of  Kentucky,  Tennessee,  North  Carolina  and  South 
Carolina,  the  formation  of  a  company  to  be  called. 
"The  Cincinnati  and  Charleston  Rail  Road  Company'' 
is  hereby  authorized,  which  when  formed  shall  have 
corporate  existence  in  perpetuity  in  each  of  the  states 
aforesaid. 

Sec.  2.  Books  for  subscriptions  for  sixty  thou- 
sand shares  of  the  capital  stock  of  the  said  company, 
of  one  hundred  dollars  each,  shall  be  opened  on  the 
third  Monday  in  October  next,  and  shall  be  kept  open 
for  six  days  between  the  hours  of  ten  o'clock  in  the 
morning  and  four  o'clock  in  the  evening  of  each  of 
those  days,  at  the  following  places  and  by  the  follow- 
ing commissioners,  viz  :  at  Charleston  and  Columbia 
and  such  other  places  in  the  state  of  South  Carolina, 
and  by  three  such  commissioners  at  each  of  the  said 
places  as  the  Legislature  or  Governor  of  the  said  State 
shall  designate  and  appoint  : 

At  Ashville,  Lincolnton,  and  Rutherford,  and  such 
other  places  in  the  state  of  North  Carolina,  and  by 
three  such  commissioners  at  each  of  the  said  places 
as  the  Legislature  or  Governor  of  the  said  last  men- 
tioned State  shall  designate  and  appoint: 

At  Knoxville,    Jonesborough  and  Newport,    and 


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2 

such  other  places  in  the  State  of  Tennessee,  and 
by  three  such  commissioners  in  each  of  the  said  places 
as  the  Legislature  or  Governor  of  the  said  last  men- 
tioned state  shall  designate  and  appoint: 
At  Lexington,  Frankfort,  Louisville,  Maysville,  Paris 
and  Richmond,  and  such  other  places  in  the  state  of 
Kentucky, and  by  three  such  commissioners  at  each  of 
the  said  places  as  the  Legislature  or  Governor  of  the 
said  last  mentioned  state  shall  designate  and  appoint: 

At  Cincinnati  in  the  State  of  Ohio,  by  Daniel  Drake* 
E.  D.  Mansfield  and  John  S.  Williams,  and  at  such 
other  places  and  by  three  such  commissioners  at  each 
of  said  places  as  the  Governor  of  the  said  last  men- 
tioned state  may  designate  and  appoint. 

At  Lawreticeburgh  and  such  other  places  in  the 
state  of  Indiana,  and  by  three  such  commissioners  in 
each  of  said  places  as  the  Governor  of  the  last  men- 
tioned state  may  direct  and  appoint. 

Sec.  3.  That  the  said  commissioners,  or  a  majority 
of  them,  at  each  of  the  places  aforesaid  or  so  as  afore- 
said to  be  designated,  shall  receive  subscriptions  for 
stock  in  the  said  rail  road  company  during  the  times 
the  said  books  are  directed  to  be  kept  open,  and  on 
each  share  so  subscribed,  shall  demand  and  receive 
the  sum  of  five  dollars,  without  which  the  subscrip- 
tion shall  be  void. 

Sec.  4.  That  as  soon  as  the  time  for  receiving  sub- 
scriptions so  as  aforesaid  shall  have  expired,  the  said 
commissioners  shall  respectively  deposit  all  the 
money  so  received  by  them  in  some  incorporated 
Bank  redeeming  its  notes  in  specie,  in  the  state  where 
the  money  shall  have  been  received,  to  the  credit  of 
The  Cincinnati  and  Charleston  Rail  Road  Company; 
aud  shall  also  forward  a  correct  list  of  all  the  sub- 
scribers to  the  said  stock,  with  the  number  of  shares 
each  subscriber  has  taken,  to  a  central  commission  to 
be  composed  of  the  following  persons,  David  L.  Swain, 
of  Ashville,  Wade  Hampton  of  Columbia,  John  Wil- 
liams of  Knoxville,  William  Dickon  of  Greeneville, 
Tennessee,  and        of  Kcntuckv,who  or  a  majority  of 


Southern  Pamphlet? 

Rare  Book  Collection 

UNC-Chapel  Hill 


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whom,  shall  meet  at  Knoxviile  on  the  first  Monday  in 
November  next,  ascertain  the  whole  number  of  shares 
taken  in  the  said  company,  and  publish  the  same  in 
some  newspaper,  in  each  of  the  cities  or  towns  of 
Cincinnati,  Frankfort,  Lawrenceburgh,  Knoxviile, 
Raliegh,  Columbia  and  Charleston,  on  or  before  the 
third  Monday  in  November  next ;  and  if  the  number 
of  forty  thousand  shares  shall  have  been  subscribed, 
on  each  of  whieh  there  shall  have  been  paid  the  sum 
of  five  dollars,  The  Cincinnati  and  Charleston  Rail  Road 
Company  shall  be  regarded  as  formed,  and  the  said  cen- 
tral commission  or  a  majority  of  them  shall  sign  and 
seal  four  duplicate  declarations  to  that  effect,  with  the 
names  of  all  the  subscribers  appended,  and  cause  one 
of  the  said  duplicates  to  be  deposited  in  the  office  of 
the  secretary  of  state  in  each  of  the  states  of  Kentuc- 
ky, Tennessee,  North  Carolina  and  South  Carolina, 
and  thenceforth  and  from  the  day  of  the  closing  of  the 
books  of  subscriptions  as  aforesaid,  the  said  subscri- 
bers to  the  stock  shall  form  one  body  politic  and  cor- 
porate, in  deed  and  in  law,  in  all  the  states  aforesaid, 
by  the  name  and  for  the  purposes  aforesaid. 

Sec.  5.  That  in  case  any  of  the  persons  forming  the 
said  central  commission  should  not  attend  at  Knoxviile 
on  the  said  first  Monday  in  November  next,  or  atten- 
ding should  refuse  or  be  unable  to  act,  the  remaining 
member  or  members  of  the  said  central  commission 
shall  forthwith  fill  the  vacancy,  and  the  person  or 
persons  so  appointed  shall  constitute  a  part  of  the 
said  commission. 

Sec.  6.  But  if  on  closing  the  books  aforesaid  the 
number  of  forty  thousand  shares  shall  not  have  been 
subscribed,  then  and  in  that  case  the  said  central 
commission,  by  themselves  or  their  agents,  may  re- 
ceive subscriptions  from  any  of  the  states  of  Ohio, 
Indiana,  Kentucky,  Tennessee,  North  Carolina  and 
South  Carolina,  and  also  from  individuals,  or  bodies 
corporate,  till  the  number  of  sixty  thousand  shares 
shall  have  been  subscribed  ;  provided  the  same  shall 
be  done  on  or  before  the  first  dav  of  Januarv  ei«;hteeu 


hundred  and  thirty  seven  ;  and  when  the  said  number 
of  sixty  thousand  shares  shall  have  been  subscribed, 
if  the  same  shall  be  done  on  or  before  the  day  last 
aforesaid,  or  on  that  day  if  a  less  number  but  amoun- 
ting to  forty  thousand  shares  or  more  shall  have 
then  been  subscribed,  the  said  subscriptions  shall  be 
closed,the  subscribers  shall  thenceforth  form  a  body 
corporate  as  aforesaid,  and  the  declaration  thereof 
shall  be  made  and  deposited  in  the  offices  of  the 
secretaries  of  state  in  manner  aforesaid.  Subscrip- 
tions for  stock  received  by  the  said  central  com- 
mission or  their  agents  shall  be  accompanied  with 
the  certificate  of  some  specie  paying  bank  in  some 
of  the  said  states,  that  an  amount  equal  to  five  dollars 
on  each  share  subscribed  has  been  deposited  therein 
by  the  subscriber  to  the  credit  of  the  said  company. 

Sec.  7.  In  case  more  than  sixty  thousand  shares 
shall  have  been  subscribed  on  closing  the  books 
when  they  are  first  opened,  the  shares  shall  be 
reduced  to  that  number,  by  deducting  the  surplus 
shares  from  the  higher  subscribers,  placing  them  on 
an  equality  of  numbers,  as  far  as  can  be  done — and 
after  such  reduction  the  holders  of  the  remaining 
shares  shall  form  the  Company,  and  be  interested 
therein  in  proportion  to  the  number  of  shares  which 
they  may  then  respectively  hold. 

Sec.  8.  If,  on  closing  the  books  on  the  first  day 
of  January  in  the  year  of  our  Lord  one  thousand 
eight  hundred  and  thirty  seven,  the  number  of  forty 
thousand  shares  shall  not  have  been  subscribed,  the 
money  paid  by  each  subscriber  shall  be  returned  to 
him,  by  one  or  more  of  the  commissioners  who  re- 
ceived it,  endorsing  on  the  receipt  given  for  it  a 
check  on  the  bank  where  it  has  been  deposited,  which 
the  bank  shall  be  bound  to  pay  only  in  case  the  cen- 
tral commission,  or  a  majority  of  them,  shall  have 
published  a  declaration  that  the  formation  of  the 
Company  has  failed  for  want  of  forty  thousand 
shares  being  subscribed. 

Sec.  9.  The   said   Cincinnati  and  Charleston  rail 


road  company  so  ibrmcd  as  aforesaid,  shall  have 
perpetual  succession  of  members,  may  have  a  common 
seal,  may  sue  and  be  sued,  plead  and  be  impleaded, 
in  any  court  of  law  or  equity  in  the  states  of  Ken- 
tucky, Tennessee,  North  Carolina  and  South  Caroli- 
na ;  and  may  make  all  such  regulations,  rules,  and 
by-laws,  as  are  necessary  for  the  government  of  the 
corporation  or  effecting  the  object  for  which  it  is  cre- 
ated ;  provided,  such  regulations,  rules  and  by-laws 
shall  not  be  repugnant  to  the  laws  and  constitutions 
of  the  said  States  or  of  the  United  States. 

Sec.  10.  The  affairs  of  the  said  company  shall  be  man- 
aged and  directed  by  a  general  board,  to  consist  of 
twenty  four  directors,  of  whom  three  shall  be  elected 
from  stockholders  residing  in  each  of  the  said  States 
of  Ohio,  Kentucky,  Tennessee,  North  Carolina  and 
South  Carolina,  and  the  remaining  nine  shall  be 
elected  from  among  all  the  stockholders,  without 
regard  to  their  place  of  residence. 

Sec.  11.  The  President  of  the  company  shall  be 
elected  by  the  Directors,  from  among  their  own 
members,  in  such  manner  as  the  regulations  of  the 
corporation  shall  prescribe. 

Sec.  12.  As  soon  as  the  number  of  forty  thou- 
sand shares  shall  have  been  subscribed  in  manner 
aforesaid,  it  shall  be  the  duty  of  the  commissioners 
appointed  to  declare  the  same,  to  appoint  a  time 
for  the  stockholders  to  meet  at  Knoxville  in  the  state 
of  Tennessee,  which  they  shall  cause  to  be  published 
in  one  or  more  newspapers  published  in  each  of  the 
states  of  Ohio,  Indiana,  Kentucky, Tennessee,  North 
Carolina  and  South  Carolina;  at  which  time  and  place 
the  said  stockholders,  in  person  or  by  proxy,  shall 
proceed  to  elect  the  directors  of  the  company,  and 
to  enact  all  such  regulations,  rules  and  by-laws,  as 
may  be  necessary  for  the  government  of  the  corpo- 
ration, and  the  the  transaction  of  its  business.  The 
persons  elected  directors  at  this  meeting  shall  serve 
for  such  period,  not  exceeding  one  year,  as  the 
stockholders   may  direct ;  and  at   this   meeting   the 


stockholders  shall  fix  on  the  day  and  place,  or 
places,  where  the  subsequent  elections  of  directors 
shall  be  held  ;  and  such  elections  shall  thenceforth 
be  annually  made.  But  if  the  day  of  annual  elec- 
tion should  pass  without  any  election  of  directors, 
the  corporation  shall  not  be  thereby  dissolved,  but  it 
shall  be  lawful  on  any  other  day  to  hold  and  make 
such  election,  in  such  manner  as  may  be  prescribed 
by  a  by-law  of  the  corporation. 

Sec.  13.  The  Board  of  Directors  may  fill  up  all 
vacancies  which  may  occur  in  it  during  the  period 
for  which  their  board  shall  have  been  elected  ;  and 
in  the  absence  of  the  president  may  fill  his  place  by 
electing  a  president  pro  tempore. 

Sec.  14.  The  general  board  of  directors  may  estab- 
lish under  them  a  local  Board  in  each  of  the  said 
States  of  Kentucky,  Tennessee,  North  Carolina  and 
South  Carolina,  to  be  composed  of  a  President  and 
eight  members,  and  may  entrust  to  such  local  Board 
so  much  of  the  business  and  affairs  of  the  company  as 
by  the  rules  and  regulations  of  the  company  may  be 
prescribed. 

Sec.  15.  All  contracts  and  agreements  authenticated 
by  the  President  and  Secretary  of  the  general  or  of 
a  local  Board,  shall  be  binding  on  the  Company  with- 
out seal,or  such  other  mode  of  authentication  may  be 
used  as  the  company  by  their  bye  laws  may  adopt. 

Sec.  16.  The  Board  of  Directors  shall  not  exceed  in 
their  contracts  the  amount  of  the  capital  of  the  cor- 
poration, and  of  the  funds  which  the  company  may 
have  borrowed  and  placed  at  the  disposal  of  the  board; 
and  in  case  they  should  do  so,  the  President  and  Di- 
rectors who  may  be  present  at  the  meeting  at  which 
such  contractor  contracts  so  exceeding  the  amount 
aforesaid,  shall  be  made, shall  be  jointly  and  severally 
liable  for  the  excess  both  to  the  contractor  or  contrac- 
tors and  the  corporation  ;  provided,  that  any  one  may 
discharge  himself  from  such  liability  by  voting  against 
such  contract  or  contracts,  and  causing  such  vote  to 
be  recorded  in  the  minutes  of  the  Board,  and  giving 


notice  thereof  to  the  next  general  meeting  of  the 
stockholders. 

Sec.  17.  That  the  said  company  shall  have  pow- 
er and  may  proceed  to  construct  as  speedily  as  their 
means  will  permit,a  rail  road,  with  one  or  more  tracts, 
to  he  used  with  steam,  animal,  or  any  other  power, 
which  shall  pass  through  the  states  of  Kentucky,  Ten- 
nessee, North  Carolina  and  South  Carolina,  so  as  to 
form  a  continuous  line  of  rail  road  between  the  cities 
of  Cincinnati  and  Charleston,  the  line  of  which  road 
shall  be  established  by  the  general  board  of  Direc- 
tors, subject  to  the  controulof  the  Stockholders  at  a 
general  meeting.  The  said  company  may  use  any 
section  of  the  said  rail  road  before  the  whole  shall 
be  completed,  subject  to  the  rates  hereinafter  men- 
tioned. 

Sec.  18.  Neither  of  the  said  States  of  South  Caroli- 
na, North  Carolina,  Tennessee  nor  Kentucky,  shall 
within  the  period  of  thirty-six  years,  from  the  first 
day  of  January  in  the  year  one  thousand  eight  hun- 
dred and  thirty-six,  authorize  the  construction  of 
any  rail  road  within  twenty  miles  of  the  rail  road  so 
to  be  constructed  by  the  Cincinnati  and  Charleston 
rail  road  company,  which  shall  connect  any  points  or 
places  on  their  rail  road, or  which  shall  run  in  the  ge- 
neral direction  thereof,  without  the  consent  of  the 
said  company. 

Sec.  19.  The  said  company  may  construct  branches 
of  theirroad,provided  such  branches  shall  not  conflict 
with  any  chartered  rights  existing  at  the  time  of  their 
construction,  and  provided  that  they  shall  be  attend- 
ed with  no  exclusive  privileges,  except  the  exclusive 
right  of  transportation  of  goods,  wares,  merchan- 
dize, produce  and  persons  thereon,  subject  to  the 
rates  hereinafter  mentioned. 

Sec.  20.  That  the  said  company  shall  have  the  ex- 
clusive right  of  transportation  or  conveyance  of  per- 
sons, goods,  merchandize  and  produce,  over  the  said 
rail  road  and  its  branches,  by  them  to  he  constructed, 
]n*ovided  that  the  charge  of  transportation  or  convey-- 


ance  shali  not  exceed  thirty-five  cents  per  hundred 
pounds  on  heavy  articles,  and  ten  cents  per  cubic 
foot  on  articles  of  measurement,  for  every  hundred 
miles,  and  five  cents  a  mile  for  every  passenger  ;  and 
provided  also,  that  the  said  company  may,  when  they 
see  fit,  farm  out  their  right  of  transportation  on  the 
said  road,  or  any  of  its  branches,  subject  to  the  rates 
above  mentioned. 

Sec  21. The  said  company  and  every  person  who  may 
have  received  from  them  the  right  of  transportation 
of  goods, wares  and  produce  on  the  said  road,  shall  be 
deemed  and  taken  to  be  a  common  carrier,  as  respects 
all  goods,  wares,  merchandize  and  produce  entrusted 
to  them  for  transportation. 

Sec.  22.  The  general  board  of  directors  may  call  for 
the  payment  of  ninety-five  dollars  on  each  share  of  the 
stock  in  sums  not  exceeding  five  dollars  in  every  sixty 
days,  except  that  after  eighty  dollars  have  been  paid 
on  each  share;  the  remaining  twenty  dollars  may  be 
called  for  in  two  instalments,  which  shall  be  at  least 
sixty  days  apart,  or  the  payments  may  be  called  for 
in  smaller  sums,  and  at  more  distant  periods. 

The  call  for  each  instalment  shall  be  advertised  in 
one  or  more  newspapers  inCincinnati,Lawrenceburgh, 
Lexington,  Frankfort,  Knoxville,  Ashville,  Columbia, 
and  Charleston,  where  newspapers  shall  be  publish- 
ed, and  such  other  places  as  may  be  directed  by  the 
rules  of  the  company,  at  least  one  month  before 
the  time  the  same  is  to  be  paid,  and  failure  to  pay  or 
secure  to  be  paid,  according  to  the  rules  of  the  com- 
pany, any  of  the  instalments  so  called  for  as  afore- 
said, shall  induce  a  forfeiture  of  the  share  or  shares 
on  which  default  shall  be  so  made,  and  all  payments 
thereon,  and  the  same  shall  vest  in  and  belong  to  the 
company,  and  may  be  appropriated  as  they  shall  see 
fit. 

Sec.  23.  The  stock  of  the  said  company  may  be 
transferred  in  such  manner  and  form  as  may  be  di- 
rected by  the  by  laws  of  the  company. 

S?c.24.  The  said  company  may  at  any  time  increase 


9 

its  capital  to  a  sum  sufficient  to  complete  the  said 
road  or  its  branches  and  stock  it  with  every  thing  ne- 
cessary to  give  it  full  operation  and  effect,  cither  by 
opening  books  for  new  stock,  or  by  selling  such  new 
stock,  or  by  borrowing  money  on  the  credit  of  the 
company,  on  the  mortgage  of  its  charter  and 
works;  and  the  manner  in  which  the  same  shall  be 
done  in  either  case,  shall  be  prescribed  by  the  stock- 
holders at  a  general  meeting. 

Sec.  25.  It  shall  be  lawful  for  the  said  company 
from  time  to  time  to  vest  so  much  or  such  parts  of 
their  capital  or  of  their  profits  as  may  not  be  requir- 
ed for  immediate  use,  until  it  may  be  so  required,  in 
the  public  stocks  of  any  of  the  states  of  Ohio.  India- 
na, Kentucky,  Tennessee,  North  Carolina  or  South 
Carolina,  or  of  any  incorporated  bank  in  the  said 
states,  provided  the  sum  so  invested  shall  at  no 
one  time  exceed  one  million  of  dollars. 

Sec.  26.  The  Board  of  directors  shall  once  in 
every  year  at  least  make  a  full  report  on  the  state  of 
the  company  and  its  affairs,  to  a  general  meeting  of 
the  stock  holders,and  oftener,  if  directed  by  a  by  law; 
and  shall  have  power  to  call  a  general  meeting  of  the 
stock  holders  when  the  board  may  deem  it  expedient, 
and  the  company  may  provide  in  their  by  laws  for 
occasional  meetings  being  called,  and  prescribe  the 
mode  thereof,  and  the  company  may  provide  by  a  by 
lawfor  the  votes  of  stockholders  for  directors  being 
taken  at  more  than  one  place,  as  also  for  taking  their 
votes  on  any  question  relative  to  the  repeal,  altera- 
tion or  amendment  of  or  addition  to  any  of  the  rules, 
regulations  or  by  laws  of  the  company  proposed  by 
the  general  board  of  directors. 

Sec.  27.  No  person  but  a  citizen  of  the  United 
States,  and  being  a  bona  fide  stockholder  in  his  own 
right  of  at  least  fifty  shares  which  he  shall  have  held 
at  least  three  months  previous  to  his  election,  (except 
at  the  first  election)  shall  be  president  or  a  director 
of  the  General  Board ;  nor  shall  any  stockholder 
vote,  in  person  or  by  proxy,  at  any  general  or  other 
election,  (except  the  first)  who  shall  not  have  held 
in  his  own  right  the  share  on  which  he  offers  to  vote 
at  least  three  months  previous  to  such  election. 

S«r.  29.  The  stockholders  may  provide,  by  a  by- 


10 

law,  as  to  the  number  of  stockholders  and  the 
amount  of  stock  to  be  held  by  them,  which  shall 
constitute  a  quorum  for  transacting  business  at  any 
regular  or  occasional  meeting  of  stockholders  or 
directors. 

Sec.  29.  No  member  of  the  general  or  local  Boards 
of  Directors,  or  officers  or  agents  of  the  Company, 
shall  be  directly  or  indirectly  interested  in  any  con- 
contract  for  work ;  nor  shall  any  director  vote  on  the 
passing  of  any  bill  for  materials,  in  which  he  is 
directly  or  indirectly  concerned  ;  nor  shall  any  di- 
rector, officer,  or  agent,  be  interested  directly  or 
indirectly  in  the  purchase  of  any  lands,  buildings,  or 
other  property,  immediately  on  the  line  of  rail  road 
or  any  branches  thereof,  without  first  having  offered 
to  the  board  of  directors,  in  writing,  the  right  of 
preemption  to  all  or  any  part  of  such  lands,  buildings, 
or  other  property,  which  the  said  board  may  think 
proper  to  purchase  for  the  use  of  the  Company  : 
and  every  director,  officer,  or  agent,  violating  this 
provision,  may  be  removed  from  the  board,  his  office 
or  employment,  by  vote  of  the  directors  ;  and  every 
purchase  made  in  violation  of  this  rule  shall  enure  to 
the  benefit  of  the  Company,  if  the  board  of  direc- 
tors choose  to  avail  themselves  thereof. 

Sec.  30.  Any  stockholder  in  the  company  may  vote 
by  proxy,  who  must  be  a  resident  citizen  of  the  Uni- 
ted States  ;  and  before  he  votes  he  maybe  required 
by  a  stockholder  to  swear,that  to  his  belief  the  stock 
bona  fide  belongs  to  the  person  whom  he  represents. 
Before  any  stockholder  votes  in  his  own  right,  or  for 
an  estate,  he  may  be  required  by  any  stockholder  to 
swear  that  he  is  the  bona  fide  owner  of  the  said 
stock  in  his  own  right,  or  as  the  legal  representative 
of  the  testator  or  intestate  whom  he  represents,  and 
that  no  other  person  but  himself  or  the  estate  is 
directly  or  indirectly  interested  therein,  to  his  belief. 
Any  State  holding  stock  may  vote  by  such  person 
as  the  Legislature  or  Governor  thereof  may  appoint, 
or  as  may  be  appointed  in  any  other  way  pursuant 
to  the  laws  of  the  State  made  for  that  purpose. 

Sec.  31.  That  in  the  election  of  directors,  and  in 
voting  on  all  questions  which  may  come  before  a 
meeting  of  the  stockholders,  or  which  mav  be  sub- 


(1 

untied  to  the  decision  ot'  the  stockholders  in  any 
other  manner,  the  votes  shall  be  taken  according  to 
the  following  scale.  The  owner  of  one  or  two 
shares  shall  be  entitled  to  one  vote;  the  owner  of  not 
less  than  three  nor  more  than  four  shares  shall  be 
entitled  to  two  votes ;  the  owner  of  not  less  than 
five  nor  more  than  six  shares  shall  be  entitled  to 
three  votes;  the  owner  of  not  less  than  seven  nor 
mere  than  eight  shares,  to  four  votes  ;  the  owner  of 
not  less  than  nine  nor  more  than  eleven  shares,  to  five 
votes  ;  the  owner  of  not  less  than  twelve  nor  more 
than  fifteen  shares,  to  six  votes ;  the  owner  of  not 
less  than  sixteen  nor  more  than  twenty  shares,  to 
seven  votes  ;  the  owner  of  not  less  than  twenty-one 
nor  more  than  twenty-six  shares,  to  eight  votes  ;  the 
owner  of  not  less  than  twenty-seven  shares  nor 
more  than  thirty-three  shares,  to  nine  votes;  the 
owner  of  not  less  than  thirty-four  shares  nor  more 
than  forty  shares,  to  ten  votes ;  and  the  owner  of 
every  ten  shares  above  forty,  shall  be  entitled  there- 
for to  one  vote.  Provided  that  no  individual,  corpora- 
tion nor  state  holding  stock  in  the  said  company  shall 
be  entitled  to  more  than  five  hundred  votes,  and  one 
vote  for  every  fifty  shares  over  five  thousand  shares. 
Any  person  being  a  subscriber  or  stockholder,  who 
may  offer  to  vote  as  a  proxy,  may  be  required  by 
any  subscriber  or  stockholder  to  swear  that  he  has 
no  interest,  directly  or  indirectly,  in  the  stock  on 
which  he  so  offers  to  vote  as  proxy.  A  trustee  of 
stock  shall  not  vote  on  shares  held  by  him  in  trust 
expressed  or  declared,  where  the  cestui  que  trust 
holds  other  shares,  either  in  his  own  name  or  in  the 
name  of  another  trustee.  But  the  cestui  que  trust 
may  vote  on  all  shares  owned  by  him,  whether  legally 
or  equitably,  according  to  the  scale  aforesaid. 

See.  32.  The  said  company  may  purchase,  have 
and  hold,  in  fee  or  for  a  term  of  years,  any  lands, 
tenements,  or  hereditaments,  which  may  be  necessary 
for  the  said  road  or  any  branch  or  appurtenance 
thereof,  or  for  the  erection  of  depositories,  store 
houses,  houses  for  the  officers,  servants,  or  agents  of 
the  company,  or  for  workshops  or  founderies,  to  be 
used  for  the  said  company,  or  for  procuring  timber, 
stone,  or  other  materials  necessary  to  the   construe- 


tion  of  the  road,  its  branches  or  appurtunanoes,  or 
for  effecting  transportation  thereon;  and  for  no  other 
purpose  whatever. 

Sec.  38,  The  said  Company  shall  have  the  right,  when 
necessary,  to  conduct  the  said  rail  road  or  any 
branch  thereof,  across  or  along  any  public  road  or 
watercourse,  provided  that  the  said  road  and  the 
navigation  of  such  watercourse  shall  not  be  thereby 
obstucted. 

Sec.  34.  The  said  Company  may  purchase,  have  and 
hold  any  bridge  or  turnpike  road,  over  which  it 
may  be  necessary  to  carry  the  said  rail  road;  and 
when  such  purchase  is  made,  to  hold  the  said 
bridge  or  turnpike  road  on  the  same  terms  and 
with  all  the  rights  which  belonged  to  the  indi- 
vidual, individuals,  or  corporation,  from  which  such 
purchase  may  be  made ;  provided,  that  the  said 
company  shall  not  obstruct  any  public  road  without 
constructing  another  as  convenient  as  may  be. 

Sec.  35.  That  where  any  lands,  or  right  of  way 
may  be  required  by  the  said  company  for  the  purpose 
of  constructing  their  road,  and  for  want  of  agreement 
as  to  the  value  thereof,  or  from  any  other  cause,  the 
same  cannot  be  purchased  from  the  owner  or  owners, 
the  same  may  be  taken  at  a  valuation  to  be  made  by 
five  commissioners,  or  a  majority  of  them,  to  be  ap- 
pointed by  any  court  of  record,  having  common  law 
jurisdiction  in  the  county  or  district  where  some  part 
of  the  land  or  right  of  way  is  situated — and  the  said 
commissioners  before  they  act  shall  severally  take  an 
oath  before  some  justice  of  the  peace,  faithfully  and 
impartially  to  discharge  the  duty  assigned  them.  In 
making  the  said  valuation,  the  commissioners  shall 
take  into  consideration  the  loss  or  damage  which 
may  occur  to  the  owner  or  owners  in  consequenee  of 
the  land  being  taken,  or  the  right  of  way  surrendered, 
and  also  the  benefit  and  advantage  he,  she  or  they, 
may  receive  from  the  erection  or  establishment  of  the 
rail  road  or  works  ;  and  shall  state  particularly  the 
nature  and  amount  of  each  ;  and  the  excess  of  loss 
and  damage  over  and  above  the  benefit  and  advan- 
tage, shall  form  the  measure  of  valuation  of  the  said 
land  or  right  of  way.  The  proceedings  of  the  said 
commissioners,  accompanied  with  a  full  description 
of  the   said    land,   or  risrht  of   way,  shall  be    re- 


13 

turned  under  the  hands  and  seals  of  a  majority  of  the 
commissioners,  to  the  court  from  which  the  commis- 
sion issued,  there  to  remain  of  record.  In  case  ei- 
ther party  to  the  proceedings  shall  appeal  from  the 
said  valuation  to  the  next  session  of  the  court  grant- 
ing the  commission,  and  give  reasonable  notice  to 
the  opposite  party  of  such  appeal,  the  court  upon 
satisfactory  proof  that  the  appellant  has  been  injur- 
ed by  the  said  valuation,  shall  order  a  new  valuation 
to  be  made  by  a  jury,  who  shall  be  charged  therewith 
in  the  same  term,  or  as  soon  as  practicable,  and  their 
verdict  shall  be  final  and  conclusive  between  the 
parties,  unless  a  new  trial  shall  be  granted  ;  and  the 
lands  or  right  of  way  so  valued  by  the  commissioners 
or  jury,  shall  vest  in  the  said  company  in  fee  simple, 
so  soon  as  the  valuation  may  be  paid,  or  when  re- 
fused may  be  tendered.  Where  there  shall  be  an 
appeal  as  aforesaid,  from  the  valuation  of  com- 
missioners, by  either  of  the  parties,  the  same  shall 
not  prevent  the  works  intended  to  be  constructed, 
from  proceeding;  but  where  the  appeal  is  made  by 
the  company  requiring  the  surrender,  they  shall  be 
at  liberty  to  proceed  in  their  work,  only  on  condition 
of  giving  to  the  opposite  party  a  bond  with  good 
security,  to  be  approved  of  by  the  clerk  of  the  court 
where  the  valuation  is  returned,  in  a  penalty  equal  to 
double  the  said  valuation,  conditioned  for  the  pay- 
ment of  the  said  valuation  and  interest,  in  case  the 
same  be  sustained  ;  and  in  case  it  be  reversed,  for  the 
payment  of  the  valuation  thereafter  to  be  made  by 
the  jury,  and  confirmed  by  the  court. 

Sec.  36.  In  the  absence  of  any  contract  or  con- 
tracts with  the  said  company  in  relation  to  lands 
through  which  the  said  road  or  its  branches  may 
pass,  signed  by  the  owner  thereof  or  by  his  agent,  or 
any  claimant  or  person  in  possession  thereof,  which 
may  be  confirmed  by  the  owner  thereof,  it  shall  be 
presumed  that  the  land  upon  which  the  said  road  or 
any  ofits  branches  may  be  constructed,  together  with 
a  space  of  one  hundred  feet  on  each  side  of  the  centre 
of  the  said  road,  has  been  granted  to  the  company 
by  the  owner  or  owners  thereof:  and  the  said  company 
shall  have  good  right  and  title  thereto,  and  shall  have, 
hold  and  eniov  the  same,  so  lorn?  as  the  same  may  be 


used  only  for  the  purposes  of  the  said  road,  and  no 
longer;  unless  the  person  or  persons  owning  the  said 
land  at  the  time  that  part  of  the  said  road  which  may 
be  on  the  said  land  was  finished,  or  those  claiming 
under  him,  her,  or  them,  shall  apply  for  an  assess- 
ment of  the  value  of  the  said  lands,  as  herein  before 
directed,  within  five  years  next  alter  that  part  of  the 
said  road  was  finished  :  and  in  case  the  said  owner 
or  owners  or  those  claiming  under  him,  her  or  them, 
shall  not  apply  for  such  assessment  within  five  years 
next  after  the  said  part  was  finished,  he,  she  or  they, 
shall  be  forever  barred  from  recovering  the  said, 
land,  or  having  any  assessment  or  compensation 
therefor  :  provided,  nothing  herein  contained  shall 
effect  the  rights  of  feme  coverts  or  infants,  until  two 
years  after  the  removal  of  theirrespective  disabilities. 

Sec.  37.  All  lands  not  heretofore  granted  to  any 
person,  nor  appropriated  by  law  to  the  use  of  the 
State,  within  one  hundred  feet  of  the  centre  of  the 
said  road  or  its  branches,  which  may  be  constructed 
by  the  said  company,  shall  vestin  the  comany  so  soon 
as  the  line  of  the  road  is  definitely  laid  out  through 
it,  and  any  grant  thereafter  shall  be  void. 

Sec.  38.  That  if  any  person  or  persons  shall  in- 
trude upon  the  said  rail  road  or  any  branch  thereof, 
or  part  thereof,  by  any  manner  of  use  thereof,  or  of 
the  rights  and  privileges  connected  therewith,  with- 
out the  permission  or  contrary  to  the  will  of  the  said 
company,  he,  she  or  they  shall  forthwith  forfeit  to 
the  said  company  all  the  vehicles  that  may  be  so  in- 
truded on  the  said  road,  and  the  same  may  be  seized 
by  the  company  or  its  agents,  or  recovered  by  suit 
at  law;  and  the  person  orpersons  so  intruding  may 
be  also  indicted  for  a  misdemeanor,  and  upon  con- 
viction fined  and  imprisoned  by  any  court  of  compe- 
tent jurisdiction. 

Sec.  39.  If  any  person  shall  wilfully  and  malicious- 
ly destroy,  or  in  any  manner  hurt,  damage  or  ob- 
struct, or  shall  wilfully  and  maliciously  cause  or  aid 
or  aseist  or  counsel  and  advise  any  other  person  or 
perst  n '.  to  destroy  or  in  any  manner  to  hurt,  dam- 
age, injure  or  obstruct  the  said  rail  road,  or  any 
branch  thereof,  or  any  bridge  or  vehicle  used  for  or 
in  the  transportation  thereon,   such  person  or  per- 


18 

sons  so  offending  shall  be  liable  to  be  indicted  there- 
for, and  on  conviction  shall  be  imprisoned  not  more 
than  six  nor  less  than  one  month,  and  pay  a  fine  not 
exceeding  five  hundred  dollars  nor  less  than  twenty 
dollars,  at  the  discretion  of  the  court  before  which 
such  conviction  shall  take  place,  and  shall  be  further 
liable  to  pay  all  the  expenses  of  repairing  the  same  ; 
and  it  shall  not  be  competent  for  any  person  so  of- 
fending against  the  provisions  of  this  clause,  to  de- 
fend himself  by  pleading  or  giving  in  evidence  that 
he  was  the  owner,  or  agent  or  servant  of  the  owner, 
of  the  land  where  such  destruction,  hurt,  damage, 
injury  or  obstruciion  was  done  or  caused,  at  the  time 
the  same  was  caused  or  done. 

Sec.  40.  Every  obstruction  to  the  safe  and  free 
passage  of  vehicles  on  the  said  road  or  its  branches, 
shall  be  deemed  a  public  nuisance,  and  may  be 
abated  as  such  by  any  oflicer,  agent,  or  servant  of 
the  company ;  and  the  person  causing  such  ob- 
struction may  be  indicted  and  punished  for  erecting  a 
public  nuisance. 

Sec.  41.  That  the  said  company  shall  have  right 
to  take,  at  the  store  houses  they  may  establish  on 
or  annex  to  their  rail  road  or  the  branches  thereof, 
all  goods,  wares,  merchandize  and  produce  intended 
for  transportation,  prescribe  the  rules  of  priority, 
and  charge  andreceivesuch  just  and  reasonable  com- 
pensation for  storage  as  they  by  rules  may  establish, 
(which  they  shall  cause  to  be  published,)  or  as  may 
be  fixed  by  agreement  with  the  owner,  which  may 
be  distinct  from  the  rates  of  transportation. 

Sec,  42.  The  profits  of  the  company,  or  so  much 
thereof  as  the  general  board  may  deem  advisable, shall, 
when  the  affairs  of  the  company  will  permit,  be  semi- 
annually divided  among  the  stockholders,  in  propor- 
tion to  the  stock  each  may  hold. 

Sec.  43.  That  the  capital  .stock  in  the  said 
company,  the  dividends  thereon,  and  all  the  property 
and  estates,  real  and  persona],  belonging  to  the  said 
company,  shall  be  forever  exempt  from  taxation,  in 
each  and  every  of  the  said  States  of  South  Carolina, 
North  Carolina,  Tennessee,  and  Kentucy  ;  and  it 
shall  not  be  lawful  for  either  of  the  said  States,  or  any 
eorporate.mnnicipabpolicc,  or  other  authority  there- 


16 

of,  or  of  any  town,  city,  county  or  district  thereof,  to 
impose  any  tax  on  such  stock  or  dividends,  property, 
or  estates;  provided  that  the  said  stock  or  dividends, 
when  the  said  dividends  shall  exceed  the  legal  inter- 
est of  the  State,  may  be  subject  to  taxation  by  the 
State,  in  common  with  other  money  at  interest  and 
interest  thereon. 

Sec.  44.  That  the  following  officers  and  persons, 
in  the  actual  service  of  the  said  company,  be  and 
hereby  are  exempted  from  the  performance  of  .jury 
and  ordinary  militia  duty,  viz.  the  presidents  of  the 
general  and  local  boards,  the  chief  and  assistant 
engineers,  the  secretaries,  auditors,  and  accountants 
of  the  boards,  keepers  of  the  depositories,  guards 
stationed  on  the  road  to  protect  it  from  injury  (not 
exceeding  one  man  to  every  five  milesjand  such  per- 
sons as  may  be  working  the  locomotive  engines  and 
travelling  with  cars  for  the  purpose  of  attending  to 
the  transportation  of  goods  or  passengers  on  the 
road,  not  exceeding  one  engineer  and  his  assistant  to 
each  locomotive  engine,  and  one  person  to  each  pas- 
senger car  and  every  five  cars  for  transporting  goods. 

Sec.  45.  The  said  Company  is  hereby  expressly 
prohibited  from  carrying  on  any  banking  operations, 
and  from  effecting  any  insurance  on  lives  or  property, 
except  on  goods  transported  on  the  said  rail  road  or 
its  branches,  or  in  the  company's  custody  for  or  in 
consequence  of  such  transportation. 

Sec.  46.  And  the  said  company  shall  be  entitled 
only  to  such  powers  and  privileges  as  shall  be  granted 
to  it  by  all  the  Legislatures  incorporating  it,  and 
the  powers  necessary  and  proper  to  give  them  ef- 
fect,and  shall  be  subject  to  all  the  restrictions  and  dis- 
abilities which  may  be  imposed  on  it  by  any  of  the 
said  Legislatures  by  the  act  of  incorporation  ;  so  that 
its  powers,  privileges  and  disabilities,  may  be  similar 
in  all  the  States  of  Kentucky,  Tennessee,North  Caro- 
lina and  South  Carolina. 

Sec.  47.  This  act  shall  be  inoperative  and  void 
unless  acts  for  a  similar  purpose  are  enacted  by  the 
Legislatures  of  the  States  of 

Sec.  48.  This  Act  shall  be  re  garded  as  a  Public 
Act,and  may  be  given  in  evidence  as  such , in  all  cases, 
without  special  pleading. 


